DJ DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur Hauptversammlung am 30.04.2020 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
DGAP-News: Dialog Semiconductor Plc / Bekanntmachung der Einberufung zur Hauptversammlung Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur Hauptversammlung am 30.04.2020 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG 2020-04-03 / 15:05 Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich. Dialog Semiconductor Plc GB-London ISIN: GB0059822006 Notice of Annual General Meeting *NOTICE IS HEREBY GIVEN* that the Annual General Meeting (*AGM*) of Dialog Semiconductor Plc (the *Company* or *Dialog*) will be held at Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London E1W 1AA on Thursday 30 April 2020 at 2pm BST (3pm CEST) for the purpose of transacting the following business: To consider and, if thought fit, to pass the following Resolutions of which Resolutions 1 to 10 (inclusive) will be proposed as ordinary resolutions and Resolutions 11 to 17 (inclusive) will be proposed as special resolutions: *RESOLUTION 1 - Receipt of the Company's Report and Accounts* THAT the Annual Report and Accounts for the financial year ended 31 December 2019 be and are hereby received. *RESOLUTION 2 - Approval of Directors' Remuneration Report* THAT the Directors' Remuneration Report, set out at pages 92 to 93 and 100 to 106 of the Annual Report and Accounts for the financial year ended 31 December 2019, be and is hereby approved. *RESOLUTION 3 - Re-appointment of Deloitte LLP as Auditor of the Company* THAT Deloitte LLP be and is hereby re-appointed as Auditor of the Company. *RESOLUTION 4 - Authority to agree the Auditor's remuneration* THAT the Directors be and are hereby authorised to agree the remuneration of the Auditor. *RESOLUTION 5 - Re-appointment of Richard Beyer as a Director of the Company* THAT Richard Beyer be and is hereby re-appointed as a Director of the Company. *RESOLUTION 6 - Re-appointment of Michael Cannon as a Director of the Company* THAT Michael Cannon be and is hereby re-appointed as a Director of the Company. *RESOLUTION 7 - Re-appointment of Mary Chan as a Director of the Company* THAT Mary Chan be and is hereby re-appointed as a Director of the Company. *RESOLUTION 8 - Appointment of Joanne Curin as a Director of the Company* THAT Joanne Curin be and is hereby appointed as a Director of the Company. *RESOLUTION 9 - Directors' authority to allot shares* THAT the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the *Act*) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount of GBP2,310,180 provided that this authority shall (unless previously renewed, varied or revoked) expire at the earlier of 15 months from the date of this Resolution and the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution save that the Company may before such expiry make any offers or agreements which would or might require shares in the Company to be allotted or rights to subscribe for or to convert any securities into shares in the Company to be granted after such expiry and the Directors may allot shares and grant rights to subscribe for or to convert any securities into shares in the Company pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired. *RESOLUTION 10 - Additional authority to allot shares in connection with a rights issue* THAT, in addition to Resolution 9, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all the powers of the Company to allot equity securities (within the meaning of section 560 of the Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount (when added to any allotments made under Resolution 9) of GBP4,620,360 provided that this authority shall (unless previously renewed, varied or revoked) expire at the earlier of 15 months from the date of this Resolution and the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution save that the Company may before such expiry make any offers or agreements which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired. *RESOLUTION 11 - Disapplication of pre-emption rights* THAT, subject to and conditional upon Resolution 9 and/or, as the case may be, Resolution 10 being passed, the Directors be and are hereby empowered to allot equity securities (as defined in section 560 of the Act) for cash under the authority conferred by Resolutions 9 and/or 10 (as applicable) and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority shall be limited to: (a) the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under Resolution 10, by way of a rights issue only): * to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and * to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and (b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to part (a) of this Resolution) to any person up to an aggregate nominal amount of GBP346,527. The authority granted by this Resolution will expire at the conclusion of the Company's next Annual General Meeting after the passing of this Resolution or, if earlier, 15 months from the date of this Resolution, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired. *RESOLUTION 12 - Additional disapplication of pre-emption rights* THAT, subject to and conditional upon Resolution 9 and/or, as the case may be, Resolution 10 being passed, the Directors be and are hereby empowered, in addition to any authority granted under Resolution 11, to allot equity securities (as defined in section 560 of the Act) for cash under the authority conferred by Resolutions 9 and/or 10 (as applicable) and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment, provided that this power shall be: (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of GBP346,527; and (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of AGM. The authority granted by this Resolution will expire at the conclusion of the Company's next Annual General Meeting after the passing of this Resolution or, if earlier, 15 months from the date of this Resolution, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired. *RESOLUTION 13 - Authority to enter into contingent forward share purchase contract with Barclays Bank PLC* THAT, in accordance with section 694 of the Act and conditional on the passing of at least one of Resolutions 14, 15 and 16, the terms of a proposed contingent forward share purchase contract to be entered into between the Company and Barclays Bank PLC (*Barclays*) for the purchase by the Company of up to 10,395,809 ordinary shares of 10 pence each in the capital of the Company (in the form produced to the AGM and initialled by the Chairman for the purpose of identification) (the *Barclays Agreement*) be and are hereby approved and the Company be and is hereby authorised to enter into the Barclays Agreement. The maximum aggregate number of shares which may be purchased under the Barclays Agreement and such other contingent forward share purchase contracts which may be approved pursuant to Resolutions 14 and/or 15 and/or 16 is 10,395,809, representing approximately 15% of the issued ordinary share capital of the Company as at 25 March 2020 (being the last practicable date prior to publication of this Notice of AGM).
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DJ DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung -2-
The authority conferred by this Resolution to enter into the Barclays Agreement shall (unless previously renewed, varied or revoked) expire on the day which is immediately prior to the next Annual General Meeting of the Company or on 30 June 2021, whichever is the earlier. *RESOLUTION 14 - Authority to enter into contingent forward share purchase contract with Goldman Sachs International* THAT, in accordance with section 694 of the Act and conditional on the passing of at least one of Resolutions 13, 15 and 16, the terms of a proposed contingent forward share purchase contract to be entered into between the Company and Goldman Sachs International (*Goldman Sachs*) for the purchase by the Company of up to 10,395,809 ordinary shares of 10 pence each in the capital of the Company (in the form produced to the AGM and initialled by the Chairman for the purpose of identification) (the *Goldman Sachs Agreement*) be and are hereby approved and the Company be and is hereby authorised to enter into the Goldman Sachs Agreement. The maximum aggregate number of shares which may be purchased under the Goldman Sachs Agreement and such other contingent forward share purchase contracts which may be approved pursuant to Resolutions 13 and/or 15 and/or 16 is 10,395,809, representing approximately 15% of the issued ordinary share capital of the Company as at 25 March 2020 (being the last practicable date prior to publication of this Notice of AGM). The authority conferred by this Resolution to enter into the Goldman Sachs Agreement shall (unless previously renewed, varied or revoked) expire on the day which is immediately prior to the next Annual General Meeting of the Company or on 30 June 2021, whichever is the earlier. *RESOLUTION 15 - Authority to enter into contingent forward share purchase contract with HSBC Bank plc* THAT, in accordance with section 694 of the Act and conditional on the passing of at least one of Resolutions 13, 14 and 16, the terms of a proposed contingent forward share purchase contract to be entered into between the Company and HSBC Bank plc (*HSBC*) for the purchase by the Company of up to 10,395,809 ordinary shares of 10 pence each in the capital of the Company (in the form produced to the AGM and initialled by the Chairman for the purpose of identification) (the *HSBC Agreement*) be and are hereby approved and the Company be and is hereby authorised to enter into the HSBC Agreement. The maximum aggregate number of shares which may be purchased under the HSBC Agreement and such other contingent forward share purchase contracts which may be approved pursuant to Resolutions 13 and/or 14 and/or 16 is 10,395,809, representing approximately 15% of the issued ordinary share capital of the Company as at 25 March 2020 (being the last practicable date prior to publication of this Notice of AGM). The authority conferred by this Resolution to enter into the HSBC Agreement shall (unless previously renewed, varied or revoked) expire on the day which is immediately prior to the next Annual General Meeting of the Company or on 30 June 2021, whichever is the earlier. *RESOLUTION 16 - Authority to enter into contingent forward share purchase contract with Merrill Lynch International* THAT, in accordance with section 694 of the Act and conditional on the passing of at least one of Resolutions 13, 14 and 15, the terms of a proposed contingent forward share purchase contract to be entered into between the Company and Merrill Lynch International (Merrill Lynch) for the purchase by the Company of up to 10,395,809 ordinary shares of 10 pence each in the capital of the Company (in the form produced to the AGM and initialled by the Chairman for the purpose of identification) (the *Merrill Lynch Agreement*) be and are hereby approved and the Company be and is hereby authorised to enter into the Merrill Lynch Agreement. The maximum aggregate number of shares which may be purchased under the Merrill Lynch Agreement and such other contingent forward share purchase contracts which may be approved pursuant to Resolutions 13 and/or 14 and/or 15 is 10,395,809, representing approximately 15% of the issued ordinary share capital of the Company as at 25 March 2020 (being the last practicable date prior to publication of this Notice of AGM). The authority conferred by this Resolution to enter into the Merrill Lynch Agreement shall (unless previously renewed, varied or revoked) expire on the day which is immediately prior to the next Annual General Meeting of the Company or on 30 June 2021, whichever is the earlier. *RESOLUTION 17 - Notice period for general meetings* That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice. By order of the Board Tim Anderson Company Secretary Dialog Semiconductor Plc Tower Bridge House St Katharine's Way London E1W 1AA 3 April 2020 Registered in England and Wales No. 3505161 *Notes to Notice of AGM* *1. Documents provided* This notice of the AGM (*Notice of AGM*) is being sent to all members and all CI Holders as defined in the Articles (the CI Holders together with the members, the *Shareholders*). A separate letter from the CEO of the Company (the *Letter to Shareholders*) incorporating further details of how Shareholders may attend and vote at the AGM and important notes for AGM registration, proxy appointment and voting instructions (*Important Notes*) is available on the Company's website: https://www.dialog-semiconductor.com - Company - Investor Relations - Annual General Meeting and is included with the Notice of AGM sent to Shareholders. *2. Entitlement to attend and vote* The Company, pursuant to the Articles, specifies that only those Shareholders entered in the register of members of the Company or the CI Register (as defined in the Articles) (together the *Registers of Members*) at 2pm BST (3pm CEST) on 28 April 2020, or if this meeting is adjourned, in the appropriate Registers of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the AGM in respect of the number of shares (or in the case of CI Holders, interests in shares) registered in their name at that time. Changes to the entries in the Registers of Members after 2pm BST (3pm CEST) on 28 April 2020, or if this meeting is adjourned, in the Registers of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting. *3. Personal attendance* Shareholders wishing to attend the AGM in person should request an Admission Card by following the procedure described at section 1 ('Request for an Admission Card') in the reply form attached to the Letter to Shareholders (the *Reply Form*). *4. Proxies* Shareholders who are unable to attend the AGM may appoint one or more proxies (who need not be a Shareholder) to exercise all or any of their rights to attend, speak and vote at the AGM, provided that each proxy is appointed to exercise the rights attached to a different share/CI or shares/ CIs held by their appointer. A Shareholder may only appoint a proxy or proxies by following the procedure described at section 2 ('Appointment of Proxy and Voting Instructions') in the Reply Form. A proxy appointment must be received no later than 2pm BST (3pm CEST) on 28 April 2020. Further details in relation to the appointment of proxies are given in the Reply Form and Important Notes. *5. Questions at the AGM* Under section 319A of the Act, any member attending the AGM has the right to ask questions. The Company must answer any such question relating to the business being dealt with at the meeting unless: * answering the question would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; * the answer has already been given on a website in the form of an answer to a question; or * it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. *6. Number of issued shares and total voting rights* As at 25 March 2020 (being the last practicable date prior to publication of this Notice of AGM) the Company's issued share capital (excluding treasury shares) comprised 69,305,392 ordinary shares of 10 pence each carrying one vote each and having an aggregate nominal value of GBP6,930,539. Therefore the total voting rights in the Company as at 25 March 2020 are 69,305,392. *7. Nominated persons* Any person to whom this Notice of AGM is sent who is a person nominated under section 146 of the Act to enjoy information rights (a *Nominated Person*) may have a right, under an agreement between them and the Shareholder by whom they were nominated, to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. The statement of the rights of Shareholders in relation to the appointment of proxies in note 4 to this Notice of AGM does not apply to Nominated Persons. The rights described in that note can only be exercised by Shareholders. *8. Corporate representatives* A corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all its powers as a member provided that no more than one corporate representative exercises power over the same share/CI. Any corporate Shareholder who wishes (or who may wish) to appoint more than one corporate representative should contact Martina Zawadzki by email at dialog_agm@art-of-conference.de or by telephone on +49 (0) 711 5087 7107. *9. Website giving information regarding the AGM* A copy of this Notice of AGM, and the other information
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required by section 311A of the Act, can be found at https://www.dialog-semiconductor.com - Company - Investor Relations - Annual General Meeting. *10. Website publication of audit concerns* Pursuant to Chapter 5 of Part 16 of the Act (sections 527 to 531), where requested by a member or members meeting the qualification criteria set out at note 11 to this Notice of AGM, the Company must publish on its website a statement setting out any matter that such members propose to raise at the meeting relating to the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the meeting. Where the Company is required to publish such a statement on its website: * it may not require the members making the request to pay any expenses incurred by the Company in complying with the request; * it must forward the statement to the Company's auditor no later than the time the statement is made available on the Company's website; and * the statement may be dealt with as part of the business of the meeting. The request: * may be in hard copy form or by fax (see note 12 to this Notice of AGM); * must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported; * must be authenticated by the person(s) making it; and * must be received by the Company at least one week before the AGM. *11. Qualification criteria* In order to be able to exercise the members' right to require the Company to publish audit concerns (see note 10 to this Notice of AGM) the relevant request must be made by: * a member or members having a right to vote at the AGM and holding at least 5% of total voting rights of the Company; or * at least 100 members having a right to vote at the AGM and holding, on average, at least GBP100 of paid up share capital in the Company. The Company wishes to extend these rights to the CI Holders, and all references in notes 10 to 12 to this Notice of AGM to a member or members should therefore be construed accordingly. For information on voting rights, including the total number of voting rights, see note 6 to this Notice of AGM and the website referred to in note 9 to this Notice of AGM. *12. Submission of requests and authentication requirements* Where one or more members wish to request the Company to publish audit concerns (see note 10 to this Notice of AGM) such request must be made in accordance with one of the following ways: * a hard copy request which is signed by the relevant member(s), states their full name(s) and address(es) and is sent to Dialog Semiconductor Plc c/o Art-of-Conference Martina Zawadzki, Böblinger Str. 26, 70178 Stuttgart, Germany; or * a request which is signed by the relevant member(s), states their full name(s) and address(es) and is sent to fax number +49 (0) 711 4709-713 marked for the attention of Martina Zawadzki. *13. Documents available for inspection* Copies of the Executive Director's service contract, Non-executive Directors' letters of appointment and each of the contingent forward share purchase contracts referred to in Resolutions 13, 14, 15 and 16 will be available for inspection during normal business hours at the Company's registered office from the date of this Notice of AGM (or in the case of the contingent forward share purchase contracts referred to in Resolutions 13, 14, 15 and 16 from no later than 15 April 2020) until the AGM's conclusion and will also be available for inspection at the AGM venue immediately prior to and during the AGM itself. *14. Communication* Except as provided above, Shareholders who have general queries about the AGM should contact Martina Zawadzki by email at dialog_agm@art-of-conference.de. No other methods of communication will be accepted. You may not use any electronic address provided either: * in this Notice of AGM; or * in any related documents (including the Letter to Shareholders), to communicate with the Company for any purposes other than those expressly stated. *Explanatory Notes for Resolutions to be proposed at AGM* *Resolutions* Resolutions 1 to 10 (inclusive) are proposed as ordinary resolutions. To pass these Resolutions more than 50% of the votes cast on each Resolution must be in favour. Resolutions 11 to 17 are proposed as special resolutions. To pass a special resolution not less than 75% of the votes cast on the Resolution must be in favour. *Resolution 1 - Receipt of Report and Accounts* The Directors must present the Company's Annual Report and Accounts for the financial year ended 31 December 2019 to the AGM. The Annual Report and Accounts for the financial year ended 31 December 2019 are also available on the Company's website: https://www.dialog-semiconductor.com - Company - Investor Relations - Annual Reports. Please note that the Directors do not propose to declare a dividend. *Resolution 2 - Approval of Directors' Remuneration Report* In accordance with section 439 of the Act, Shareholders are required to approve a resolution on the Directors' Remuneration Report. The vote on Resolution 2 is advisory. The Directors' Remuneration Report is set out at pages 92 to 93 and 100 to 106 of the Annual Report and Accounts for the financial year ended 31 December 2019 which is available on the Company's website: https://www.dialog-semiconductor.com - Company - Investor Relations - Annual Reports. *Resolutions 3 and 4 - Re-appointment and remuneration of Auditor* Deloitte LLP is required by section 489(1) of the Act to retire at the AGM and seek re-appointment. The Act also requires Shareholders to determine the manner in which the Auditor is remunerated. Resolution 4 gives authority to the Directors to determine the Auditor's remuneration. *Resolutions 5, 6 and 7 - Re-appointment of Directors* Pursuant to the Articles one third of the Directors shall retire at each AGM and, in line with best practice, those Non-executive Directors who have been members of the Board for in excess of nine years are subject to annual re-election. Accordingly, each of Richard Beyer, Michael Cannon and Mary Chan are retiring at the AGM and are each offering themselves for re-appointment in accordance with the Articles. Biographical details for each of them are set out below, and a separate Resolution is proposed for each reappointment. The Board has confirmed that Richard Beyer, Michael Cannon and Mary Chan, who are each seeking re-appointment as an Independent Non-executive Director, continue to perform effectively and demonstrate commitment to their roles. Therefore the Board considers that each of Richard Beyer, Michael Cannon and Mary Chan should be re-appointed as their wider, current and relevant business experience allows them to contribute effectively to the leadership of the Company. *Richard Beyer* Chair and Independent Non-executive Director Rich joined the Board in February 2013 as an Independent Non-executive Director and was appointed Chairman in July 2013. Rich has a long-standing career in the technology sector. He was the Chairman and CEO of Freescale Semiconductor from 2008 to 2012. Prior to this, he held successive positions as CEO and Director of Intersil Corporation, Elantec Semiconductor and FVC.com. He has also held senior leadership positions at VLSI Technology and National Semiconductor Corporation. In 2012, he was Chairman of the Semiconductor Industry Association Board of Directors and served for three years as a member of the US Department of Commerce's Manufacturing Council. He previously served on the Boards of Analog Devices, Microsemi Corporation (now Microchip Technology), Credence Systems Corporation (now LTX-Credence), XCeive Corporation and Signet Solar. Rich served three years as an officer in the United States Marine Corps. He earned Bachelor's and Master's degrees in Russian from Georgetown University, and an MBA in marketing and international business from Columbia University Graduate School of Business. _External appointments:_ Rich currently serves on the Board of Micron Technology Inc. *Michael Cannon* Independent Non-executive Director, Chair of the Remuneration Committee and member of the Nomination Committee. Mike joined the Board in February 2013. His career in the high-tech industry spans 30 years. He was President, Global Operations of Dell from February 2007 until his retirement in 2009. Prior to joining Dell, Mike was the CEO of Solectron Corporation, an electronic manufacturing services company, which he joined as CEO in 2003. From 1996 until 2003 Mike was CEO of Maxtor Corporation, a disk drive and storage systems company, and successfully led the NASDAQ IPO of Maxtor in 1998. Mike previously held senior management positions at IBM and Control Data Corporation and was on the board of directors of the US-China Business Council. Mike studied Mechanical Engineering at Michigan State University and completed the Advanced Management Program at Harvard Business School. _External appointments:_ Mike currently serves on the boards of Seagate Technology as the Lead Independent Director and chairman of the Nominating and Governance committee, and on the Lam Research Corporation board on the Audit committee and the Nominating and Corporate Governance committee. *Mary Chan* Independent Non-executive Director, member of the Nomination Committee and member of the Remuneration Committee. Mary joined the Board in December 2016. Her career has spanned executive leadership roles at some of the world's most successful international firms, including AT&T, Alcatel-Lucent, Dell Inc. and General Motors Corporation (*GM*). At Dell, between 2009 and 2012, Mary led the company's Enterprise Mobility Solutions and Services business in the USA. Prior to this, at
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